Latitude Global, Inc. (LG) signed an agreement to acquire Blink Couture, Inc. (OTCPK:BLKU) in a reverse merger transaction on November 10, 2011. Upon completion of the transaction, each outstanding share of common stock of LG except the shares for which stockholders of LG may elect to exercise dissenter's rights will automatically convert into the right to receive 0.20 shares of the common stock of Blink Couture. In addition, certain outstanding convertible promissory notes of LG, the aggregate principal amount of which may be converted into an aggregate of 0.84 million shares of LG common stock and those which will not be converted prior to the closing of the merger will be exchanged for new convertible promissory notes of Blink Couture upon the closing of the merger. Except for the non-converting notes, LG will have no other options, warrants, convertible securities or other rights to purchase shares of LG common stock on the closing date. As additional consideration, a maximum of $0.24 million of the Blink Couture's outstanding indebtedness to Regent Private Capital, LLC, Blink Couture's principal stockholder will be converted into two new convertible promissory notes with conversion prices ranging from $5.72 to $41.52 per share of Blink Couture depending on whether LG raises certain financing of at least $17 million prior to the closing of the merger as well as certain other factors. The outstanding principal amount of such indebtedness, including accrued and unpaid interest as of July 31, 2011, was $0.25 million.

In the event that LG does not raise financing of at least $17 million prior to the closing of the transaction, Blink Couture shall issue a Regent convertible note to Regent in the principal amount of $0.05 million which shall accrue interest at a rate of 7% per annum payable on a quarterly basis in arrears, and convertible into Blink Couture common stock at an initial exercise price of $11.45 per share. Blink Couture shall issue an additional Regent convertible note to Regent in the principal amount of $0.19 million which shall accrue interest at a rate of 7% per annum payable on a quarterly basis in arrears and convertible into Blink Couture common stock at an initial exercise price of $5.72 per share. In the event that LG raises financing of at least $17 million prior to the closing of the transaction, Blink Couture shall issue a Regent convertible note to Regent in the principal amount of $0.05 million which shall accrue interest at a rate of 7% per annum payable on a quarterly basis in arrears and convertible into Blink Couture common stock at an initial exercise price of $41.52 per share. Blink Couture shall issue an additional Regent convertible note to Regent in the principal amount of $0.19 million which shall accrue interest at a rate of seven percent 7% per annum payable on a quarterly basis in arrears and convertible into Blink Couture common stock at an initial exercise price of $20.76 per share.

As a result of the merger, the current stockholders of Blink Couture will retain ownership of 5% of the issued and outstanding shares of Blink Couture and the LG stockholders and the holders of the non-converting notes, collectively, will acquire ownership of 95% of the issued and outstanding shares of Blink Couture on fully diluted basis without giving any effect to the Regent convertible notes. In connection with the merger, Blink Couture also has agreed subject to the approval of the Board of Directors and the stockholders of Blink Couture to effect a forward split of the issued and outstanding shares of Blink Couture's common stock in the range of a 4:1 to 6:1 forward split. Within 45 days of the closing, the name of Blink Couture shall be changed to Latitude Global Holdings, Inc.

The transaction is subject to approval by LG Board of Directors and stockholders holding at least a majority of the outstanding shares of LG common stocks, approval by Board of Directors and stockholders of Blink Couture, all consents, approvals, authorizations, orders and action of any governmental body required, Blink Couture having completed its financial, business and legal due diligence investigation of LG, existing officers of Blink Couture resigning as of the closing date and the existing Board of Directors of Blink Couture resigning as of the appointment date and exemption from registration under the Securities Act pursuant to the provisions of Regulation D. At least 5 business days prior to the closing date, LG shall have received and delivered to Blink Couture an audit of its consolidated financial statements for the fiscal years ended December 31, 2009 and 2010 from an independent accounting firm as selected by LG, unaudited interim financial statements for the 9 months ended September 30, 2011. The transaction was approved unanimously by the Board of Directors of Blink Couture and LG and has determined that the merger is advisable and in the best interests of Blink Couture and LG each and their stockholders and recommend that the shareholders vote in favor of the adoption of this agreement and the approval of the merger. The transaction is expected to complete by as soon as practicable but not later than 5 business days after the satisfaction of the conditions.

On December 27, 2011, the expected closing date was extended until February 28, 2012, the date after which either party may terminate the transaction. On February 28, 2012, Blink Couture, Inc. entered into a second extension agreement to extend the closing until March 30, 2012, the date after which either party may terminate the transaction.

Bruce C. Rosetto of Greenberg Traurig, P.A acted as legal advisor while Scott M. Miller of Ellenoff Grossman & Schole LLP acted as legal advisor for Blink Couture. Subject to and upon the closing of the transaction, LG shall pay Regent for fees payable by Blink Couture to Ellenoff Grossman & Schole for services provided in connection with the merger in an aggregate amount not to exceed $0.03 million payable in cash at closing of the transaction. Scott M. Miller of Kantor, Davidoff, Wolfe, Mandelker, Twomey & Gallanty, P.C. acted as legal advisor for Blink Couture, Inc.

Latitude Global, Inc. (LG) cancelled the acquisition of Blink Couture, Inc. (OTCPK:BLKU) in a reverse merger transaction on December 5, 2012.